Hosting Service Terms

HOSTING SERVICE TERMS

Parties and Effective Date

This Hosting Service Terms (the "Agreement") is entered into as of Effective Date: by and between Host Name: ("Host") and Client Name: ("Client"). Host and Client may be referred to collectively as the "Parties" and individually as a "Party."

Whereas

WHEREAS, Host operates and maintains server infrastructure, network connectivity, and ancillary services necessary to host web sites, applications and content; and

WHEREAS, Client desires to engage Host to provide hosting, maintenance and related services as set forth in this Agreement, and Host agrees to provide such services under the terms and conditions herein.

Scope of Work

Host will provide hosting services described above (the "Services") including allocation of server resources, network connectivity, monitoring, routine maintenance, backup procedures as agreed, and administrative access where applicable. Any services not expressly set forth in the Description of Services must be agreed in writing and may incur additional fees.

Payment Terms

Client shall pay all fees in accordance with the Payment Schedule. Invoices are due as specified and shall be paid in full without setoff or deduction. Past due amounts shall accrue interest at the rate specified in Late Payment above, and Host may suspend or terminate Services after fifteen (15) days' written notice of nonpayment. All fees are exclusive of taxes; Client is responsible for all applicable sales, use, value-added and other taxes, excluding taxes based on Host's net income.

Term and Termination

The initial term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured thirty (30) days after written notice, provided the breach is capable of cure. Host may immediately terminate or suspend Services without further liability where Client's use creates an imminent risk to network stability, security, or third-party systems, or where Client engages in illegal activity.

Confidentiality

"Confidential Information" means non-public information disclosed by a Party to the other Party that is designated confidential or would reasonably be understood to be confidential. Each Party agrees to: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, and no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Limitation of Liability and Indemnity

EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HOST'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO HOST UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Client agrees to indemnify, defend and hold Host harmless from and against third-party claims arising from Client's content, Client's breach of this Agreement, or Client's violation of law, except to the extent such claims result from Host's gross negligence or willful misconduct.

Notices and Contact Information

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties shall attempt in good faith to resolve disputes promptly by negotiation between senior representatives. If the Parties are unable to resolve a dispute within sixty (60) days, either Party may pursue remedies in the courts of the chosen jurisdiction.

Entire Agreement; Amendment

This Agreement, together with any statements of work or exhibits executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

Miscellaneous

Neither Party may assign this Agreement without the prior written consent of the other, except that Host may assign to an affiliate or in connection with a sale of substantially all of Host's assets. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.

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